Approximately 5% of women and 1.6% of men (White et al., 1999) have been diagnosed with Fibromyalgia (FM), a chronic pain condition of unknown etiology with few satisfactory treatment options. FM is characterized by widespread pain, sleep disturbance, and fatigue that frequently lead to extensive functional limitations. Although the most widely used psychological intervention for chronic pain, cognitive behavioral therapy (CBT), has successfully addressed pain management, it has not directly addressed the distinct challenges to emotion regulation faced by FM patients. Deficits in positive and negative affect regulation are salient features of the clinical profile of FM patients. An integrated approach that fortifies the therapeutic gains in pain management provided by CBT with attention to ameliorating affective regulation deficits has the potential not only to advance our knowledge of the role of emotion in chronic pain but also to provide an empirically validated treatment option not currently available for FM. This grant proposes to test the effectiveness of a cognitive-behavioral treatment for FM that supplements the pain management emphasis of existing treatments by also targeting emotion regulation. Two foci are central to the emotion regulation component: 1) minimizing the negative affective consequences of recurrent pain, including depression and anxiety symptoms, and 2) sustaining key sources of positive affect in spite of pain. FM patients (N=180) will be randomly assigned to one of three treatments: Cognitive-Behavior Therapy for Pain (CBT-P), Cognitive-Behavior Therapy for Pain and Emotion Regulation (CBT-PE), or an Education-Only Control Group (EC). Pre- and post-intervention assessments will include within-day field records of cognitive, affective, and behavioral responses to pain and naturalistic stressors, complemented by laboratory-based tests of reactivity to standardized pain and affective stimuli. Both CBT-P and CBT-PE are expected to improve pain management relative to EC, but CBT-PE is expected to have a broader impact, improving physical and psychological functioning by increasing positive affective engagement and decreasing reactivity to pain and stress. Thus, CBT-PE should enhance the capacity of FM patients to cope with stressful aspects of their illness and other areas of their lives, leading to more beneficial long-term effects on functional health and well being compared to CBT-P and EC groups.